UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer: MBL Growth Fund, Inc.
520 Broad St.
Newark, NJ 07102-3111
2. The name of each series or class of securities for which this
Form is filed (if the Form is being filed for all series and
classes of securities of the issuer, check the box but do not
list series or classes): [x]
3. Investment Company Act File Number: 811-3593
Securities Act File Number: 2-96199
4(a). Last day of fiscal year for which this Form is filed:
June 22, 1999
4(b). [ ] Check box if this Form is being filed late (i.e., more
than 90 calendar days after the end of the issuer's fiscal year).
(See Instruction A.2)
Note: If the Form is being filed late, interest must be paid on
the registration fee due.
4(c). [x] Check box if this is the last time the issuer will be
filing this Form.
5. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year pursuant
to section 24(f): $0
(ii) Aggregate price of securities
redeemed or repurchased during the
fiscal year: $1,360,788
(iii) Aggregate price of securities
redeemed or repurchased during any
prior fiscal year ending no earlier
than October 11, 1995 that were not
previously used to reduce
registration fees payable to the
Commission: $0
(iv) Total available redemption
credits [add Items 5(ii) and
5(iii)]: $1,360,788
(v) Net sales - if Item 5(i) is
greater than item 5(iv)
[subtract Item 5(iv) from
Item 5(I)]: $0
(vi) Redemption credits available
for use in future years $(1,360,788)
- - if Item 5(i) is less than Item
5(iv)[subtract Item 5(iv) from
Item 5(i)]:
(vii) Multiplier for determining
registration fee (See Instruction
C.9): x0.000278
(viii) Registration fee due
[multiply Item 5(v) by Item
5(vii)] (enter "0" if no fee is
due): =$0
6. Prepaid Shares
If the response to item 5(i) was determined by deducting an
amount of securities that were registered under the Securities
Act of 1933 pursuant to rule 24e-2 as in effect before [effective
date of recision of rule 24e-2], then report the amount of
securities (number of shares or other units) deducted
here:___________. If there is a number of shares or other units
that were registered pursuant to rule 24e-2 remaining unsold at
the end of the fiscal year for which this form is filed that are
available for use by the issuer in future fiscal years, then
state that number here:____________.
7. Interest due - if this Form is being filed more than
90 days after the end of the issuer's fiscal year
(see Instruction D):
+$0
8. Total of the amount of the registration fee due plus
any interest due [line 5(viii) plus line 7]:
=$0
9. Date the registration fee and any interest payment was sent to
the Commission's lockbox depository:
Method of Delivery:
[ ] Wire Transfer
[ ] Mail or other means
SIGNATURES
This report has been signed below by the following persons on
behalf of the issuer and in the capacities and on the dates
indicated.
By (Signature and Title): /s/Albert W. Leier
Vice President and Treasurer
Date: July 23, 1999
